HANCOCK HOLDING COMPANY NONQUALIFIED DEFERRED COMPENSATION PLAN (Restated January 1, 2008)

EX-10.9 7 d455743dex109.htm EX-10.9 EX-10.9

Exhibit 10.9

HANCOCK HOLDING COMPANY

NONQUALIFIED DEFERRED COMPENSATION PLAN

(Restated January 1, 2008)

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

HANCOCK HOLDING COMPANY

NONQUALIFIED DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS


	Page
ARTICLE 1—DEFINITIONS		1

ARTICLE 2—PARTICIPATION		6

DESIGNATION OF PARTICIPANTS		6
ENROLLMENT		7

ARTICLE 3—DEFERRALS; COMPANY CONTRIBTUIONS		7

PERMITTED DEFERRAL AMOUNTS		7
ELECTION TO DEFER		7
WITHHOLDING AND CREDITING OF DEFERRALS		8
DETERMINING AND CREDITING COMPANY CONTRIBUTIONS		9
CREDITING INCENTIVE AWARDS		9
VESTING		9

ARTICLE 4—MEASUREMENT FUNDS; RESTRICTED STOCK UNITS		10

MEASUREMENT FUNDS		10
COMMON STOCK MEASUREMENT FUND		10
INCENTIVE UNITS		11
CREDITING OR DEBITING RETURNS		11
NOTIONAL INVESTMENT		11
COMMON STOCK UNITS; INCENTIVE UNITS		11

ARTICLE 5—SCHEDULED DISTRIBUTIONS; UNFORESEEABLE FINANCIAL EMERGENCIES; OTHER DISTRIBUTION RULES		12

DISTRIBUTION EVENTS		12
SCHEDULED DISTRIBUTIONS		12
UNFORESEEABLE FINANCIAL EMERGENCIES		13
COMPLETE DISTRIBUTION		13
DEDUCTION LIMITATION		13

ARTICLE 6—RETIREMENT BENEFITS		13

APPLICATION		13
AMOUNT OF RETIREMENT BENEFIT		13
TIME OF PAYMENT		14
FORM OF PAYMENT		14

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008


ARTICLE 7—TERMINATION AND DISABILITY BENEFITS		14

ARTICLE 8—RESERVED		15

ARTICLE 9—DEATH BENEFITS		15

DEATH BENEFIT		15
BENEFICIARY DESIGNATIONS		15
NO DESIGNATION; CONSTRUCTION		15

ARTICLE 10—LEAVES OF ABSENCE		15

PAID LEAVE OF ABSENCE		15
UNPAID LEAVE OF ABSENCE		15

ARTICLE 11—TERMINATION OF PLAN; AMENDMENT OR MODIFICATION		16

TERMINATION OF PLAN		16
AMENDMENT		17
EFFECT OF PAYMENT		17

ARTICLE 12—ADMINISTRATION		17

POWERS		17
DELEGATION OF ADMINISTRATIVE AUTHORITY		17
FEES AND EXPENSES		17
CODE SECTION 409A		17
OTHER BENEFITS AND AGREEMENTS		18
SERVICE AS AN ASSOCIATE AND DIRECTOR		18
SMALL BENEFITS		18

ARTICLE 13—CLAIMS PROCDEDURES		18

PRESENTATION OF CLAIM		18
NOTIFICATION OF DECISION		18
REVIEW OF A DENIED CLAIM		19
DECISION ON REVIEW		19
LEGAL ACTION		20

ARTICLE 14—TRUST		20

ESTABLISHMENT		20
DISTRIBUTIONS FROM THE TRUST		20

ARTICLE 15—MISCELLANEOUS		20

TAXES		20
STATUS OF PLAN		20
EMPLOYER’S LIABILITY		21

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008


NONASSIGNABILITY		21
NOT A CONTRACT OF EMPLOYMENT		21
FURNISHING INFORMATION		21
GENERAL PROVISIONS		21
NOTICE		22
SPOUSE’S INTEREST		22
VALIDITY		22
INCOMPETENT		22
COURT ORDER		22
INSURANCE		22
EFFECT OF A CHANGE IN CONTROL		23

ARTICLE 16—PRIOR PLAN; TRANSITION RULES		23

PREDECESSOR PLAN		23
TRANSITION MATTERS		23

APPENDIX A—AFFILIATES		25

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

HANCOCK HOLDING COMPANY

NONQUALIFIED DEFERRED COMPENSATION PLAN

This Nonqualified Deferred Compensation Plan was first adopted by the Board of Directors of Hancock Holding Company, effective as of February 1, 2006, and was intended to amend and restate, in their entirety, each of the Hancock Holding Company Executive Deferred Compensation Plan, effective as of May 1, 2003, and the Hancock Holding Company Directors Deferred Compensation Plan, effective as of January 1, 2001 (collectively, the “Predecessor Plan”); this amendment and restatement is intended to comply with the final regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended, and to be effective as of January 1, 2008.

ARTICLE 1

DEFINITIONS

1.1 “Account Balance” or “Account” shall mean, with respect to a Participant, an entry on the books and records of the Employer equal to the sum of his or her (a) Deferral Account, (b) Company Contribution Account, (c) Company Restoration Matching Account, (d) Supplemental Contribution Account, (e) Incentive Units, and (f) Transfer Amount, if any. An Account Balance hereunder shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant or to his or her designated Beneficiary, hereunder.

1.2 “Affiliate” shall mean a corporation or other entity, with respect to which at least 80% of the outstanding equity interests are owned, directly or indirectly by the Company, determined in accordance with Code Sections 414(b), (c) and (m).

1.3 “Annual Deferral” shall mean that portion of a Participant’s Base Salary, Bonus, Commissions, Cash Director Fees and Incentives deferred hereunder with respect to a Plan Year. In the event of a Participant’s Retirement, Disability, death or Separation From Service prior to the end of a Plan Year, such year’s Annual Deferral shall be the actual amount deferred and withheld prior to such event.

1.4 “Annual Installment Method” shall mean annual installment payments over the number of years designated by a Participant, not in excess of 15; each such payment shall be calculated as the vested balance of a Participant’s Account as of each Benefit Distribution Date multiplied by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due the Participant.

1.5 “Associate” shall mean a common law employee of the Employer, as determined in accordance with the personnel records of the Company.

1.6 “Bank” shall mean Hancock Bank, a financial institution with its principal place of business in Gulfport, Mississippi.

1.7 “Base Salary” shall mean annual cash compensation paid for services rendered by an Associate for the Employer during any calendar year, excluding distributions from nonqualified and nonqualified deferred compensation plans, bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive compensation payments, severance payments, income replacement on account of long-term disability, non-monetary awards, director fees and other fees, and automobile and other allowances, for employment services rendered (whether or not such allowances are included in the

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

Associate’s gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by a Participant pursuant to all qualified or nonqualified plans of the Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by the Employer. For any Plan Year, Base Salary shall include applicable amounts actually paid within such year.

1.8 “Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 9 hereof, who is entitled to receive benefits under this Plan upon the death of a Participant.

1.9 “Benefit Distribution Date” shall mean the date or dates on which a benefit is distributed hereunder:

A Participant’s initial Benefit Distribution Date shall be the first business day administratively practicable that is within 90 days of a Participant’s Retirement, Separation Date, death or Disability or a later date determined hereunder;

If a Participant receives a distribution hereunder on account of his or her Retirement or Separation From Service and he or she is then a Specified Employee, his or her initial Benefit Distribution Date shall be no earlier than the first business day of the calendar month that is at least six months following such event; or

If a Participant’s Account Balance is paid in the form of installments, each subsequent Benefit Distribution Date shall be the first business day that coincides with or immediately follows the anniversary of such original distribution date.

1.10

“Board” or “Board of Directors” shall mean the Board of Directors of the Company.

1.11 “Bonus” shall mean any compensation, other than Base Salary and Commissions, earned by an Associate for services rendered during a Plan Year under the Employer’s annual bonus, cash incentive plan or similar arrangement. The Committee or its designee shall determine whether any Bonus shall be eligible for deferral hereunder.

1.12 “Cash Director Fees” shall mean such meeting fees, retainer or other compensation payable to a Director in the form of cash.

1.13 For purposes of this Plan, a “Change in Control” shall be deemed to have occurred upon the happening of any of the following events:

The acquisition by any one person, or by more than one person acting as a group, of ownership of the Company’s equity securities that, together with the securities held by such person or group, constitutes more than 50% of the total Fair Market Value or total voting power of the Company;

The acquisition by any one person, or by more than one person acting as a group, during the 12-month period ending on the date of the most recent acquisition, of ownership of the Company’s equity securities possessing 50% or more of the total voting power of the Company;

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

The replacement during any 12-month period of a majority of the members of the Board by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of such appointment or election; or

The acquisition by any one person, or more than one person acting as a group, during the 12-month period ending on the date of the most recent acquisition, of assets of the Company having a total gross Fair Market Value of more than 50% of the total gross Fair Market Value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

For this purpose, “persons acting as a group” shall have the meaning ascribed to it in Code Section 409A and the regulations promulgated thereunder. Except as expressly provided herein, it is intended that the foregoing definition shall be the same as a change of ownership of a corporation, a change in the effective control of a corporation and/or a change in the ownership of a substantial portion of a corporation’s assets as provided in Code Section 409A and the regulations promulgated thereunder, and any questions or determinations shall be construed and interpreted in accordance with the provisions thereof.

1.14 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time, including any regulation or other authority promulgated thereunder.

1.15 “Commissions” shall mean the cash commissions earned by an Associate from the Employer for services rendered during a Plan Year, excluding Bonus or other additional incentives or awards earned by the Participant.

1.16 “Committee” shall mean the Compensation Committee of the Board of Directors of the Company, or the members thereof who are non-employee directors within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended.

1.17 “Common Stock” shall mean $3.33 par value common stock issued by the Company.

1.18 “Common Stock Measurement Fund” shall mean a measurement fund established in accordance with Section 4.2 hereof, consisting solely or primarily of Common Stock Units.

1.19 “Common Stock Unit” shall mean a bookkeeping entry representing a share of Common Stock, whether first allocated to the Common Stock Measurement Fund or acquired by reinvestment of Dividend Equivalent Units, which is credited to the Common Stock Measurement Fund or an Incentive Account maintained hereunder.

1.20 “Company” shall mean Hancock Holding Company, a Mississippi corporation, and any successor to all or substantially all of the Company’s assets or business.

1.21 “Company Contribution” shall mean a credit made by the Company or the Employer in accordance with Section 3.4(a) hereof; “Company Contribution Account” shall mean the Account credited with a Participant’s Company Contributions.

1.22 “Company Restoration Contribution” shall mean a credit made by the Company or the Employer in accordance with Section 3.4(b) hereof; “Company Restoration Matching Account” shall mean the Account credited with a Participant’s Company Restoration Contributions.

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

1.23 “Deferral Account” shall mean the Account credited with each Participant’s Annual Deferrals hereunder.

1.24 “Director” shall mean a nonemployee member of the Board of Directors of the Company or the board of directors of the Bank, a nonemployee member of the board of directors of an Affiliate, or a member of an advisory or similar board maintained by the Company, the Bank, or an Affiliate with respect to a region, business division or similar unit thereof.

1.25 “Disability” or “Disabled” shall mean that a Participant is (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Employer or, as to a Director, a substantially analogous plan.

1.26 “Dividend Equivalent Unit” shall mean a credit made with respect to a Common Stock Unit or Incentive Unit equal to the per share cash dividend declared on the Company’s Common Stock.

1.27 “Employer” shall mean the Company and/or any of its Affiliates designated on Exhibit A hereto, from time to time. Notwithstanding any provision of this Plan to the contrary, a Participant’s Employer shall be based upon his or her common law employment relationship.

1.28 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.29 “Fair Market Value” shall mean the closing price of the Common Stock as reported on the Nasdaq Stock Market on the day immediately preceding the relevant valuation date hereunder or, if no Common Stock is traded on such day, on the next preceding date on which there were Common Stock transactions.

1.30 “401(k) Plan” shall mean the Bank’s 401(k) Savings and Investment Plan, as the same may be amended, superceded or replaced, from time to time.

1.31 “Incentive Account” shall mean the Account credited with the number of Incentive Units equal to the number of shares of restricted stock or performance stock awarded to a Participant under the Incentive Plan and deferred by such Participant hereunder.

1.32 “Incentive Award” shall mean an award of restricted stock or performance stock made to a Participant under the Company’s separate Incentive Plan. The Committee or its designee shall determine whether any Incentive Award shall be eligible for deferral hereunder.

1.33 “Incentive Plan” shall mean the Hancock Holding Company 2005 Long-Term Incentive Plan, including any amendment or successor thereto.

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

1.34 “Incentive Unit” shall mean a Common Stock Unit credited to a Participant’s Incentive Account hereunder.

1.35 “Measurement Fund” shall mean the fund or funds designated by the Committee or its designee with respect to which the earnings, gains or losses credited to a Participants’ Accounts shall be measured.

1.36 “Participant” shall mean (a) any Director or Associate for whom an Account Balance is maintained hereunder, and (b) each other Participant in the Predecessor Plan for whom an Account Balance is maintained hereunder.

1.37 “Plan” shall mean this Hancock Holding Company Nonqualified Deferred Compensation Plan, which shall be evidenced by this instrument and by each Participation Agreement, as may be amended from time to time.

1.38 “Plan Year” shall mean the calendar year.

1.39 “Retirement,” “Retire(s)” or “Retired” shall mean, with respect to an Associate, his or her Separation Date, such separation occurring for any reason, other than death, Disability or involuntary separation on account of cause (as determined by the Committee), provided he or she:

Has then attained age 65 and completed five Years of Service; or

Has then attained age 55 and completed ten Years of Service.

Such term shall mean with respect to a Director, that he or she has ceased to serve as a member of the Board or the board of directors of an Affiliate, other than on account of removal, death or Disability.

1.40 “Retirement Benefit” shall mean a benefit payable in accordance with Article 6 hereof on account of a Participant’s Retirement.

1.41 “Scheduled Distribution” shall mean a distribution made in accordance with Section 5.2 hereof; “Scheduled Distribution Date” means the date on which a Scheduled Distribution is made.

1.42 “Separation From Service” or “Separation Date” shall mean the later of the date on which (a) a Participant’s employment with the Company and its Affiliates ceases, or (b) the Company and such Participant reasonably anticipate that the Participant will perform no further services for the Company and its Affiliates, whether as an Associate or an independent contractor. Notwithstanding the foregoing, a Participant may be deemed to incur a Separation From Service if he or she continues to provide services to the Company or Affiliate, provided such services are not more than 20% of the average level of services performed by such Participant, whether as an Associate or independent contractor, during the immediately preceding 36-month period. As to a Director, such term shall mean the removal of such Director by the remaining members of the Board prior to the expiration of his or her term.

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

1.43 “Specified Employee” shall mean any Participant who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof) of the Employer, provided that equity securities of the Company or any Affiliate are then publicly traded on an established securities market. Status as a Specified Employee hereunder shall be determined each December 31st, and shall be applicable during the 12-month period commencing on the following April 1st.

1.44 “Supplemental Contribution” shall mean a contribution by the Company or the Employer in accordance with Section 3.4(c) hereof; “Supplemental Contribution Account” shall mean the Account credited with a Participant’s Supplemental Contributions.

1.45 “Transfer Amount” shall mean the amount credited to a Participant under the Predecessor Plan as of January 31, 2006, which shall be transferred to a separate Account maintained hereunder, and shall be subject to adjustment as provided in Article 4 hereof.

1.46 “Unforeseeable Financial Emergency” shall mean a severe financial hardship resulting from (a) an illness or accident of the Participant, the Participant’s spouse, the Participant’s dependent (as defined in Code Section 152(a)) or his or her Beneficiary, (b) a loss of the Participant’s property due to casualty, or (c) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or his or her spouse, dependent or Beneficiary.

1.47 “Years of Service” shall mean the total number of whole years in which a Participant has been employed by the Employer. For purposes of this definition, a Year of Service shall be a consecutive 365-day period (or 366-day period in the case of a leap year) that, for the first Year of Service, commences on the Associate’s date of hire and that, for any subsequent year, commences on an anniversary of such date. The Committee shall make a determination as to whether any partial year of employment shall be counted as a Year of Service hereunder.

ARTICLE 2

PARTICIPATION

2.1 Designation of Participants. Participants hereunder shall be determined by the Committee prior to the first day of each Plan Year, or at such other time or times as the Committee may deem appropriate, and shall be limited to:

A Director who is a member of the Board of Directors, who shall be eligible to participate in the Plan upon his or her election or appointment and at all times thereafter, without the necessity of further action by the Committee.

A Director who is a member of the board of directors of an Affiliate, provided such Affiliate has been designated by the Committee on Appendix A hereto; once such designation is made and unless a later date is designated by the Committee within the time required by law, each such Director shall be eligible to participate in the Plan upon his or her election or appointment, without the necessity of further action by the Committee.

A Director who serves as a member of an advisory or similar board maintained by the Company, the Bank, or an Affiliate with respect to a region, business division or similar unit thereof, who shall be eligible to participate herein when designated by the Committee, whether individually or by group or class.

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

Associates designated by the Committee, who may be designated individually or by groups or classes. In lieu of individual designation hereunder and with respect to Associates, other than executive officers of the Company or the Bank, the Committee may ratify the recommendations of the appropriate officers of the Company or the Bank, as the case may be, which may be made individually or by class.

2.2 Enrollment. As a condition of his or her initial deferral hereunder, each Associate or Director shall (a) execute a deferral election in the form prescribed under Article 3 hereof and a beneficiary designation in accordance with the provisions of Article 9 hereof, (b) designate the Measurement Funds in which his or her Accounts shall be invested, and (c) deliver such other documents or agreements as the Committee may reasonably request.

ARTICLE 3

DEFERRALS; COMPANY CONTRIBUTIONS

3.1 Permitted Deferral Amounts:

a. Annual Deferrals. Except as may be provided herein or otherwise determined by the Committee, for each Plan Year a Participant may elect to defer his or her Base Salary, Bonus, Commissions, and/or Cash Director Fees in the following percentages or amounts:


Type of Deferral	Minimum Amount	Maximum Amount
Base Salary	$3,000 in the aggregate	80%
Bonus	$3,000 in the aggregate	100%
Commissions	$3,000 in the aggregate	100%
Cash Director Fees	$0	100%

If a Participant elects to defer less than the minimum amount, or if no election is made, the amount deferred with respect to the applicable Plan Year shall be zero. Notwithstanding the foregoing, if a Director or Associate first becomes a Participant during a Plan Year, the minimum Annual Deferral Amount shall be prorated, based upon the number of whole months remaining in the such year.

b. Incentive Awards. For each Incentive Award and subject to the approval of the Committee or its designee, a Participant may elect to defer all or any portion of such award, expressed as a percentage thereof. If no election is made, the percentage deferred shall be zero.

3.2 Election to Defer:

a. Initial Plan Year. For the Plan Year in which a Participant first commences participation hereunder, such Participant shall make a deferral election not later than 30 days following the date on which he or she is first designated or otherwise eligible to participate herein.

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

b. Subsequent Plan Years. In each succeeding Plan Year, each Participant shall:

As to Base Salary, make a deferral election on or before the last day of the last completed payroll period during the Plan Year preceding the Plan Year with respect to which it relates; and

ii.

As to all other amounts, make a deferral election as of the last day of the Plan Year preceding the Plan Year to which it relates or such earlier date as may be designated by the Committee.

c. Incentive Awards. An election to defer an Incentive Award shall be made no later than the last business day of the calendar year preceding the Plan Year during which restricted stock or performance stock is awarded to a Participant under the Incentive Plan.

d. Performance-Based Compensation. The Committee, in its discretion, may permit any Participant to defer the receipt of performance-based compensation not later than six months before the end of the performance cycle applicable to such compensation, provided that the payment of such compensation is not then substantially certain. For this purpose, the term “performance-based compensation” shall have the meaning set forth in Code Section 409A and shall be payable with respect to a performance cycle of not less than 12 months. A Participant who is employed for less than an entire performance cycle or who is eligible to receive performance-based compensation for less than an entire cycle shall be entitled to defer a pro rata portion of such compensation.

e. Compensation Subject to Risk of Forfeiture. With respect to compensation, the payment of which is unforeseeable prior to the first day of any Plan Year, and with respect to which:

A Participant has a legally binding right to the payment of such compensation in a subsequent year; and

ii.

Such compensation is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right,

the Committee may, in its sole discretion, permit the deferral of such amounts hereunder. An election to defer such compensation shall be made no later than the 30th day after the Participant obtains the legally binding right to the compensation, provided that the election is made at least 12 months in advance of the earliest date on which the forfeiture condition could lapse.

f. Deferral Elections. Deferral elections made hereunder shall be deemed made upon their receipt and acceptance by the Committee or its designee. Such elections shall be in the form prescribed by the Committee. Once made, any such election shall be irrevocable as to the period with respect to which it relates.

3.3 Withholding and Crediting of Deferrals: For each Plan Year, Base Salary deferred hereunder shall be withheld from each regularly scheduled pay period in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. Such deferrals shall be credited to each Participant’s Account as soon as practicable after each pay date. Any Bonus, Commissions, and/or Cash Director Fees deferred hereunder shall be withheld at the time such Bonus, Commissions, or Cash Director Fees would otherwise be payable to a Participant or Director, whether occurring during or after the Plan Year. Such amount shall be credited to an Account hereunder as soon as practicable after such date.

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

3.4 Determining and Crediting Company Contributions:

a. Company Contributions. For each Plan Year, the Employer shall credit to a Participant’s Company Contribution Account such amounts as may be required under any employment or similar agreement entered into between a Participant and his or her Employer. Any such amount shall be credited on the date or dates prescribed in such agreement, or if no date is prescribed, as of the last business day of the affected Plan Year.

In addition to the foregoing, the Committee, in its discretion, may credit a Company Contribution to the Company Contribution Account of one or more Participants hereunder, in such amounts and at such times as it deems appropriate.

b. Company Restoration Matching Contributions. The amount of a Participant’s Company Restoration Matching Contribution shall be determined by the Committee, in such amount as the Committee deems appropriate, to compensate for certain limits imposed under the 401(k) Plan or other qualified plan, or for such other purposes the Committee may determine. A Participant’s Company Restoration Matching Contribution, if any, shall be credited on a date or dates determined by the Committee, in its discretion.

c. Supplemental Contributions. For each Plan Year, the Committee, in its discretion, may credit an amount to a Participant’s Supplemental Contribution Account, which credit shall be made in such amounts and on a date or dates to be determined by the Committee.

d. Discretionary Contributions. Except as to any amount required to be made under an employment or similar agreement, any contribution or credit described in this Section 3.4 shall be made in the discretion of the Committee and need not be uniform as among any group of Participants hereunder, whether or not similarly situated.

3.5 Crediting Incentive Awards: Incentive Units shall be credited to a Participant’s Incentive Account as of the date on which restricted or performance stock would otherwise be awarded to such Participant under the Company’s Incentive Plan.

3.6 Vesting:

a. Vested Amounts. Unless otherwise provided in subparagraph b hereof, a Participant’s Account shall vest and be nonforfeitable as follows:

A Participant shall, at all times, be fully vested in his or her Deferral Account and Transfer Amount.

ii.

A Participant’s Incentive Account shall vest and be nonforfeitable at such time or times and in such amounts as the Participant’s Incentive Award would otherwise vest in accordance with the terms of the Incentive Plan.

iii.

A Participant shall be vested in his or her Company Contribution Account and Supplemental Contribution Account in accordance with the vesting schedule(s) determined by the Committee or in an employment agreement or any other agreement entered into between the Participant and his or her Employer.

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

iv.

Unless otherwise provided by the Committee, a Participant shall be vested in his or her Company Restoration Matching Account at the time or times and in the amounts determined in accordance with the provisions of the 401(k) Plan.

b. Acceleration Events. Notwithstanding the provisions of subparagraph a hereof, if a Participant Retires, dies or becomes Disabled while employed by the Employer, such Participant’s Company Contribution Account, Company Restoration Matching Account and Supplemental Contribution Account shall be fully vested and nonforfeitable.

In the event of a Change in Control, the interest of a Participant in his or her Company Contribution Account, Company Restoration Matching Account and Supplemental Contribution Account shall vest and be nonforfeitable in accordance with the terms of any employment, severance or similar arrangement between such Participant and his or her Employer. If there is no such agreement or any such agreement is silent, such Participant’s Accounts shall be deemed fully vested and nonforfeitable upon the occurrence of a Change in Control, but only to the extent that such acceleration would not cause the deduction limitation of Code Section 280G and the excise tax provisions of Code Section 4999 to be effective as to the Company or such Participant, as the case may be. The Committee shall make any determination required hereunder.

A Participant’s Incentive Account shall be fully vested upon the occurrence of a Change in Control or Retirement, death or Disability to the extent provided in such Participant’s initial award of Restricted or Performance Stock under the Incentive Plan.

ARTICLE 4

MEASUREMENT FUNDS; RESTRICTED STOCK UNITS

4.1 Measurement Funds:

a. Designation of Measurement Funds. One or more Measurement Funds shall be designated by the Committee or its designee for the purpose of determining the earnings, gains or losses to be credited or debited to each Participant’s Accounts hereunder. The Committee or its designee may discontinue, substitute or add measurement funds, from time to time, as it deems appropriate.

b. Notional Investments. Except as provided in section 4.2 hereof, a Participant shall designate one or more Measurement Funds in which his or her Account shall be notionally invested. If a Participant does not designate a Measurement Fund, such Participant’s Accounts shall be deemed invested in the lowest-risk Measurement Fund. The Committee or its designee shall adopt such additional rules and procedures as it deems necessary or appropriate with respect to a Participant’s designation of Measurement Funds hereunder.

4.2 Common Stock Measurement Fund:

Any portion of a Participant’s Transfer Amount invested in Common Stock Units under the terms of the Predecessor Plan shall be allocated to the Common Stock Measurement Fund.

A Participant may elect to invest all or any of his or her Bonus or Cash Directors Fees in the Common Stock Measurement Fund; Base Salary shall not be eligible for such investment.

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

Amounts allocated to the Common Stock Measurement Fund shall not be reallocated to any other measurement fund and shall be distributable only in the form of Common Stock.

Dividend Equivalent Units shall be credited to the Participant’s Account as of each dividend payment date and deemed reinvested in Common Stock Units immediately thereafter. The number of Common Stock Units credited hereunder shall be determined by dividing the Dividend Equivalent Units credited hereunder by the Fair Market Value of a share of Common Stock on the applicable dividend payment date.

4.3 Incentive Units: Incentive Units credited hereunder shall be subject to the following:

Such units shall not be reallocated to any measurement fund and shall be distributable only in the form of Common Stock.

Dividend Equivalent Units shall be credited to the Participant’s Account as of each dividend payment date and deemed reinvested in Common Stock Units immediately thereafter. The number of such units shall be determined by dividing the Dividend Equivalent Units credited hereunder by the Fair Market Value of a share of Common Stock on the applicable dividend payment date.

4.4 Crediting or Debiting Returns: The performance of each Measurement Fund, whether positive or negative, shall be determined and allocated to a Participant’s Account at least as frequently as quarterly.

4.5 Notional Investment: A Participant’s Account Balance shall, at all times, be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or any Trust established hereunder. Each Participant shall, at all times, remain an unsecured creditor of the Company as to his or her Account. Notwithstanding any provision of this Plan to the contrary, Measurement Funds shall be used solely to determine the amount of income, gain or loss credited to each Account hereunder. A Participant’s election of a Measurement Fund, the allocation of his or her Account thereto, and the calculation and crediting or debiting of amounts to a Participant’s Account shall not be considered or construed in any manner as an actual investment in any such fund.

4.6 Common Stock Units; Incentive Units:

a. Adjustment. In the event of any merger, consolidation or other reorganization of the Company, there shall be substituted for each of the Common Stock Units then subject to the Plan the number and kind of shares of stock or other securities to which the holders of Common Stock are entitled in such transaction. In the event of any recapitalization, stock dividend, stock split, combination of shares or other change in the number of shares of Common Stock then outstanding for which the Company does not receive consideration, the number of Common Stock Units then subject to the Plan shall be adjusted in proportion to the change in outstanding shares of Common Stock.

Incentive Units shall be subject to adjustment as provided under the Incentive Plan.

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

b. Shareholder Rights. No Participant or Beneficiary shall have any voting or other shareholder rights on account of his or her status as such or with respect to Common Stock Units or Incentive Units credited to an Account hereunder.

c. Share Allocation. For purposes of any allocation made by the Board of Directors with respect to the issuance of Common Stock under the Incentive Plan or this Plan;

Each Incentive Unit credited hereunder shall offset the number of shares of Common Stock reserved for issuance under the Incentive Plan; and

ii.

Each Common Stock Unit credited hereunder shall offset the number of shares of Common Stock reserved for issuance under this Plan.

ARTICLE 5

SCHEDULED DISTRIBUTIONS;

UNFORESEEABLE FINANCIAL EMERGENCIES; OTHER DISTRIBUTION RULES

5.1 Distribution Events: Notwithstanding any provision of this Plan to the contrary, a Participant’s Account shall be distributed on the earliest to occur of the following: his or her Scheduled Distribution Date, Separation From Service, Retirement, death or Disability.

5.2 Scheduled Distributions:

a. Distribution Date. As to each Annual Deferral, a Participant may elect to receive a Scheduled Distribution with respect to all or a portion of such deferral. Such amount shall be credited to a separate Account and shall be:

Paid in the form of a lump sum; and

ii.

Paid within 90 days of the first day of the Plan Year designated by the Participant, which shall not be less than three Plan Years after the last day of the Plan Year to which the Participant’s affected deferral election relates.

A Participant shall designate an Annual Deferral as a Scheduled Distribution hereunder, including the designation of the year of payment in accordance with subparagraph ii hereof, when he or she first defers such amount. Except as provided in Section 5.2b hereof, such designation shall be irrevocable.

b. Postponing Scheduled Distributions. A Participant may postpone the date on which a Scheduled Distribution is paid by delivery of a modification to the Committee, provided that:

Such modification shall be delivered and accepted by the Committee at least 12 months prior to the previously scheduled payment date;

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

ii.

Such designated payment date shall not be less than five years after the previously scheduled distribution date; and

iii.

Such modification must be received and accepted by the Committee at least 12 months prior to the date on which it is given effect.

5.3 Unforeseeable Financial Emergencies: If a Participant experiences an Unforeseeable Financial Emergency, such Participant may request a withdrawal, subject to the provisions set forth herein. Such withdrawal, if any, shall not exceed the lesser of (a) the Participant’s vested Account Balance, excluding such Participant’s Incentive Account, calculated as of the close of business as of the date of such withdrawal, or (b) the amount necessary to satisfy the Unforeseeable Financial Emergency, plus any amount necessary to pay Federal, state or local income taxes or penalties reasonably anticipated as a result of the withdrawal. Notwithstanding the foregoing, a Participant may not receive a withdrawal hereunder to the extent that the Unforeseeable Financial Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship.

If the Committee approves a Participant’s request for withdrawal hereunder, such withdrawal shall be made not later than 60 days after the date of such approval; the Participant’s deferrals hereunder shall cease until the first day of the Plan Year following the year in which such withdrawal occurs or such later time designated by the Committee.

5.4 Complete Distribution: Notwithstanding any provision of the Plan or the terms of a Participant’s Participation Agreement to the contrary, if a Participant’s vested Account has been distributed in full prior to the date on which any final deferral or contribution is credited hereunder, such final deferral or contribution shall be distributed to such Participant in the form of a lump sum payment as soon as practicable after the date on which any such amount is credited hereunder.

5.5 Deduction Limitation: If the Employer reasonably anticipates that the Federal income tax deduction with respect to any distribution hereunder would be subject to Code Section 162(m), then to the extent deemed necessary by the Committee, such Employer may delay payment of any such amount. Any amount for which distribution is delayed hereunder shall continue to be adjusted as provided in Section 4.3 hereof. Such amounts shall be distributed at the earliest date the Committee reasonably anticipates that the deduction of the payment of the amount will not be limited under Code Section 162(m).

ARTICLE 6

RETIREMENT BENEFITS

6.1 Application: If a Participant Retires, this Article VI shall apply, notwithstanding any provision of this Plan to the contrary.

6.2 Amount of Retirement Benefit: A Participant who Retires shall receive, as a Retirement Benefit hereunder, his or her vested Account Balance, determined as of the close of business as of the Participant’s Benefit Distribution Date or as soon as practicable thereafter.

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

6.3 Time of Payment: A Retirement Benefit payable hereunder shall be paid as of a Participant’s Benefit Distribution Date; provided, however, that:

At the time of any deferral hereunder and subject to any limitations imposed herein or by the Committee, a Participant may designate the time at which his or her Retirement Benefit shall be paid, which shall not be earlier than his or her Retirement or later than five years following his or her Retirement;

At any time a Participant may elect to postpone the distribution of his or her Retirement Benefit, provided that:

Such postponement shall not be less than five years following the scheduled payment date; for this purpose, installment payments shall be treated as a single payment made as of such scheduled date;

ii.

Such postponement may be expressed as a specified date or a specified period after his or her Retirement;

iii.

Such postponement shall be made in the form prescribed by the Committee and shall be given effect 12 months after it is received and accepted by the Committee; and

iv.

If the Participant’s Retirement Benefit is to be distributed at a specified time within the meaning of Code Section 409A, such postponement shall be given effect only if it is received and accepted not less than 12 months before such specified time.

6.4 Form of Payment: A Participant shall elect to receive his or her Retirement Benefit in the form of a lump sum or the Annual Installment Method when he or she first commences participation hereunder. If a Participant fails to make an election, he or she shall be deemed to have elected to receive his or her Retirement Benefit in the form of a lump sum. A Participant may change his or her election hereunder, provided that:

Such change shall be received and accepted by the Committee 12 months before it is given effect; and

Payment shall be delayed at least five years from the Participant’s originally-scheduled Benefit Distribution Date.

For purposes of applying the foregoing requirements, installment payments shall be treated as a single payment.

ARTICLE 7

TERMINATION AND DISABILITY BENEFITS

If a Participant experiences a Separation From Service or becomes Disabled on or before his or her Retirement or the date on which a Scheduled Distribution is payable hereunder, then notwithstanding any provision of this Plan to the contrary, such Participant shall receive his or her vested Account Balance as of his or her Benefit Distribution Date in the form of a lump sum.

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

ARTICLE 8

RESERVED

ARTICLE 9

DEATH BENEFITS

9.1 Death Benefit: A Participant’s Beneficiary(ies) shall receive, upon his or her death, an amount equal to the Participant’s vested Account Balance. Such amount shall be paid in the form of a lump sum as of the Participant’s Benefit Distribution Date.

9.2 Beneficiary Designations: Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies). A Participant shall designate his or her Beneficiary, in writing, in the form prescribed by the Committee. A Participant shall be entitled to change his or her Beneficiary by completing, signing and otherwise complying with the terms of the forms and procedures required by the Committee. If the Participant names someone other than his or her spouse as a Beneficiary, the Committee may, in its sole discretion, determine that spousal consent is required on a form acceptable to the Committee.

Upon the acceptance by the Committee of a new designation form, all designations previously filed shall be void and of no effect. The Committee shall be entitled to rely on the designation last received and accepted by the Committee. No designation or change shall be effective until it is received and acknowledged in writing by the Committee or its designee.

9.3 No Designation; Construction: If a Participant fails to designate a Beneficiary, or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant is not survived by a spouse, his or her benefit shall be paid to the executor or personal representative of the Participant’s estate.

If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant’s Employer to withhold such payments until this matter is resolved to the Committee’s satisfaction.

ARTICLE 10

LEAVES OF ABSENCE

10.1 Paid Leave of Absence: If a Participant is on a paid leave of absence from his or her employment, such Participant shall not be entitled to a distribution hereunder, and his or her deferrals shall continue during the period of such leave.

10.2 Unpaid Leave of Absence: If a Participant is on an unpaid leave of absence from employment, his or her deferrals hereunder shall remain in effect with respect to any compensation paid with respect to services rendered before such leave commenced, and he or she shall not be entitled to a distribution hereunder until a Separation From Service occurs. His or her deferrals of cash compensation shall resume upon the termination of such leave in accordance with the terms of his or her prior deferral election.

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

ARTICLE 11

TERMINATION OF PLAN; AMENDMENT OR MODIFICATION

11.1 Termination of Plan: The Board of Directors may terminate this Plan, in its discretion, in which event:

a.	No additional Participants shall be admitted to the Plan;

No additional deferral elections shall be permitted, provided that any deferral election then in effect shall continue in accordance with its terms through December 31st;

No additional contributions shall be made by the Company or the Employer hereunder;

Each Participant shall continue to invest and reinvest his or her Accounts in the Measurement Funds available, from time to time, hereunder; and

Each Participant’s Accounts shall be paid as provided herein.

The Measurement Funds available following such termination shall be comparable in number and type to those Measurement Funds available in the Plan Year preceding the Plan Year in which such termination is effective.

Notwithstanding the foregoing, during the 30 days preceding or 12 months following a Change in Control, the Board shall be permitted to terminate the Plan and to distribute all Accounts in a lump sum no later than 12 months thereafter, provided that:

The Company reasonably determines that such termination will not adversely affect the rights and benefits of any Participant in any other plan of deferred compensation maintained by the Company or its Affiliates; and

A termination may be applicable to an individual Employer hereunder only to the extent permitted under Code Section 409A.

11.2 Amendment: The Board of Directors may, at any time, amend or modify the Plan in whole or in part. Notwithstanding the foregoing:

No amendment or modification shall decrease the value of a Participant’s vested Account Balance determined at the time such amendment or modification is made;

The ability of the Board to amend any provision hereof related to Incentive Units shall be limited by any restriction contained in the Incentive Plan; and

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

The Board may amend the Plan or any form or agreement hereunder, without the consent of any Participant or Beneficiary, to the extent it reasonably determines that such amendment is necessary or appropriate to ensure that any amount credited hereunder is not includable in the income of any such Participant or Beneficiary prior to the date on which it is distributed hereunder, whether on account of Code Section 409A or otherwise.

11.3 Effect of Payment: Full payment of a Participant’s vested Account Balance hereunder shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan, and the Participant’s Participation Agreement and participation hereunder shall terminate.

ARTICLE 12

ADMINISTRATION

12.1 Powers: This Plan and all matters related thereto shall be administered by the Committee. The Committee shall have the power and authority to interpret the provisions of this Plan and shall determine all questions arising under the Plan including, without limitation, all questions concerning administration, eligibility, the determination of benefits hereunder, and the interpretation of any form or other document related to this Plan. In addition, the Committee shall have the authority to prescribe, amend and rescind rules and administrative procedures relating to the operation of this Plan and to correct any defect, supply any omission or reconcile any inconsistency in this Plan.

Any determination by the Committee need not be uniform as to all or any Participant hereunder. Any such determination shall be conclusive and binding on all persons. The Committee shall engage the services of such independent actuaries, accountants, attorneys and other administrative personnel as it deems necessary to administer the Plan.

12.2 Delegation of Administrative Authority: The Committee, in its discretion, may delegate to the appropriate officers of the Company or its Affiliates all or any portion of the power and authority granted to it hereunder, subject to any limitations imposed under applicable Federal or state securities laws and the applicable rules of the securities exchange upon which Common Stock is traded or reported. When acting in accordance with such delegation, whether made orally or in writing, such officers shall be deemed to possess the power and authority granted to the Committee hereunder. Without the requirement of further action, the Committee shall be deemed to have delegated to its appropriate officers:

The authority to review and administer distributions and other payments and withdrawals in accordance with the provisions hereof; and

The authority to make such amendments to this Plan or any ancillary form or document related to this Plan contemplated under Section 11.2(a)(iii) hereof.

12.3 Fees and Expenses: The Company shall bear all costs, fees and expenses associated with the establishment, administration, and maintenance of the Plan.

12.4 Code Section 409A: This Plan is intended to comply and shall be interpreted and construed in a manner consistent with the provisions of Code Section 409A, including any rule or regulation promulgated thereunder. In the event that any provision of the Plan would cause an amount deferred hereunder to be subject to tax under the Code prior to the time such amount is paid to a Participant, such provision shall, without the necessity of further action by the Board or the Committee, be deemed null and void as of the Restatement Date or such earlier date as may be required by law.

Notwithstanding any provision of this Plan to the contrary, the Committee may direct the distribution to any Participant or Beneficiary in the form of a single-sum payment all or any portion of the amount then credited to a Participant’s Account if an adverse determination is made with respect to such Participant. For this purpose, the term “adverse determination” shall mean that, based upon Federal tax or revenue law, a published or private ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury, a decision by a court of competent jurisdiction, a closing agreement

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

made under Section 7121 of the Code that is approved by the Internal Revenue Service and involves such Participant or a determination of counsel, this plan has failed to comply with Code Section 409A and, as a result, such Participant has or will recognize income for Federal income tax purposes with respect to any amount that is or will be payable under this Plan before it is otherwise to be paid hereunder.

12.5 Other Benefits and Agreements: Benefits under this Plan are in addition to any benefits available under any other plan or program for employees of the Employer. This Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

12.6 Service as an Associate and Director: If a Participant hereunder is employed by the Company or an Affiliate as an Associate and also serves as a Director:

A separate Account shall be established and maintained hereunder with respect to his or her Cash Director Fees deferred hereunder, if any;

The distribution provisions set forth in Articles 5, 6, 7, 8 and 9 hereof shall be separately administered with respect to each such Account; and

Except as may be limited under Code Section 409A, nothing contained herein shall prohibit a distribution from any such Account with respect to one capacity contemporaneous with the crediting of deferrals or contributions hereunder with respect to the other.

12.7 Small Benefits: If the value of a Participant’s Account is not more than the applicable limit under Code Section 402(g), determined as of the date of his or her Benefit Distribution Date, then notwithstanding any provision of this Plan to the contrary, the Committee shall distribute such amount to such Participant, or his or her Beneficiary, in the form of a single-sum payment within 90 days of such date, which distribution shall be in lieu of any benefit otherwise provided hereunder.

ARTICLE 13

CLAIMS PROCEDURES

13.1 Presentation of Claim: Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

13.2 Notification of Decision: The Committee shall consider a Claimant’s claim within a reasonable time, but no later than 90 days after receiving the claim. If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed a period of 90 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the benefit determination. The Committee shall notify the Claimant in writing:

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

That the Claimant’s requested determination has been made, and that the claim has been allowed in full;

That the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

The specific reason(s) for the denial of the claim, or any part of it;

Specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

A description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary;

An explanation of the claim review procedure set forth in Section 13.3 below; and

A statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

13.3 Review of a Denied Claim: On or before 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. The Claimant (or the Claimant’s duly authorized representative):

May, upon request and free of charge, have reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claim for benefits; and/or

May submit written comments or other documents.

13.4 Decision on Review: The Committee shall render its decision on review promptly, and no later than 60 days after the Committee receives the Claimant’s written request for a review of the denial of the claim. If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 60-day period. In no event shall such extension exceed a period of 60 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the benefit determination. In rendering its decision, the Committee shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

Specific reasons for the decision;

Specific reference(s) to the pertinent Plan provisions upon which the decision was based;

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and

A statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).

13.5 Legal Action: A Claimant’s compliance with the foregoing provisions of this Article 13 is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under this Plan, which shall be brought not more than two years after receipt of the Committee’s decision on review.

ARTICLE 14

TRUST

14.1 Establishment: In order to provide assets from which to fulfill the obligations of the Participants and their beneficiaries under the Plan, the Company may establish a trust to which the Employer, in its discretion, may contribute. The provisions of this Plan shall govern the rights of a Participant to receive distributions hereunder. The provisions of the trust shall govern the rights of the Employer to the use or appropriation of assets contained therein.

14.2 Distributions From the Trust: The Employer’s obligations under the Plan may be satisfied from the assets of any trust established hereunder and any such distribution shall reduce the Employer’s obligations hereunder.

ARTICLE 15

MISCELLANEOUS

15.1 Taxes:

a. Annual Deferrals. For each Plan Year in which an Annual Deferral is made hereunder, the Employer shall withhold from each Participant’s Base Salary, Bonus and/or Commissions, his or her share of FICA and such other employment taxes as may be required by law to be withheld or the Participant shall separately remit to the Employer the amount of any such withholding.

b. Company Contribution Account, Company Restoration Matching Account and Supplemental Contribution Account. When a Participant becomes vested in any portion of his or her Company Contribution Account, Company Restoration Matching Account, Supplemental Contribution Account or Incentive Account, as a condition of vesting the Employer shall withhold from any amount not deferred hereunder such FICA and other employment taxes as may be required by law to be withheld or the Participant shall separately remit to the Employer the amount of any such required withholding.

c. Distributions. The Employer shall withhold from any payment made to a Participant hereunder, as a condition thereof, the amount of any federal, state and local income, employment or other taxes required by law to be withheld.

15.2 Status of Plan: The Plan is not intended to be qualified within the meaning of Code Section 401(a). The Plan is intended to constitute an unfunded plan maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1).

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Employer. For purposes of the payment of benefits under this Plan, any and all of the Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. The Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

15.3 Employer’s Liability: The Employer’s liability for the payment of benefits shall be defined only by the Plan and the Participation Agreement, as entered into between the Employer and a Participant. The Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Participation Agreement.

15.4 Nonassignability: Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

15.5 Not a Contract of Employment: The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Employer, either as an Associate or a Director, or to interfere with the right of the Employer to discipline or discharge the Participant at any time.

15.6 Furnishing Information: A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.

15.7 General Provisions:

a. Headings. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

b. Choice of Law. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Mississippi without regard to its conflicts of laws principles.

c. Successors and Assigns. The provisions of this Plan shall bind and inure to the benefit of the Participant’s Employer and its successors and assigns and the Participant and the Participant’s designated Beneficiaries.

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

15.8 Notice: Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

Hancock Holding Company

Attn: Chief Operations Offier

Corporate Human Resources

2510 14th Street

Gulfport, Mississippi 39501

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

15.9 Spouse’s Interest: The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

15.10 Validity: In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

15.11 Incompetent: If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

15.12 Court Order: The Committee is authorized to comply with any court order in any action in which the Plan or the Committee has been named as a party, including any action involving a determination of the rights or interests in a Participant’s benefits under the Plan. Notwithstanding the foregoing, the Committee shall interpret this provision in a manner that is consistent with Code Section 409A and other applicable tax law. In addition, if necessary to comply with a qualified domestic relations order, as defined in Code Section 414(p)(1)(B), pursuant to which a court has determined that a spouse or former spouse of a Participant has an interest in the Participant’s benefits under the Plan, the Committee, in its sole discretion, shall have the right to immediately distribute the spouse’s or former spouse’s interest in the Participant’s benefits under the Plan to such spouse or former spouse.

15.13 Insurance: The Employers, on their own behalf or on behalf of the trustee of the Trust, and, in their sole discretion, may apply for and procure insurance on the life of the Participant, in such amounts and in such forms as the Trust may choose. The Employers or the trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Employers shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to whom the Employers have applied for insurance.

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

15.14 Effect of a Change in Control: Immediately preceding the occurrence of a Change in Control and to the extent consistent with applicable law and stock exchange requirements, the Committee may:

Replace one or more members of the Committee; and/or

To the extent the Bank then serves as trustee of any Trust established hereunder, appoint a successor thereto, which shall be a financial institution, other than an Affiliate of the Company or any successor thereto, with deposits of not less than $1 billion.

ARTICLE 16

PRIOR PLAN; TRANSITION RULES

16.1 Predecessor Plan: Notwithstanding any provision of the Plan to the contrary, with respect to any Participant credited with a Transfer Amount hereunder who was not actively employed by the Employer or serving as a member of the Board of Directors of the Company or its Affiliates as of February 1, 2006, such Participant’s election as to the time and form of payment under the Predecessor Plan effective as of his or her termination of employment or service shall be irrevocable and shall govern the distribution of such amount hereunder. As to any such Participant who is in pay status thereunder as of such date, the distribution election of such Participant last effective under the Predecessor Plan shall continue to govern the time and method of distribution of such Participant’s Transfer Amount hereunder, and such distribution shall continue without interruption.

16.2 Transition Matters: Notwithstanding any provision of the Plan to the contrary, a Participant as of January 1, 2005, who does not experience a Separation From Service before December 31, 2008 (a “Transition Participant”), shall be entitled to:

Designate a Benefit Distribution Date, which may be a Scheduled Distribution or may be on a specified date on or after his or her Retirement or a specified period after his or her Retirement, provided that such period is not more than five years after his or her Retirement; and

Designate either (i) a new form of payment, or (ii) an increase or decrease in the number of annual installment payments previously in effect.

Any such designation shall be made on forms provided by the Committee and, notwithstanding any provision of the Plan to the contrary, shall be given effect provided it is received and accepted by the Committee or its designee not later than December 31, 2008, or such earlier date as may be required by the Committee. If a Transition Participant fails to timely submit an election hereunder, the time and form of payment previously in effect shall remain applicable.

Hancock Holding Company

Nonqualified Deferred Compensation Plan

Restated January 1, 2008

This Hancock Holding Company Nonqualified Deferred Compensation Plan was approved by the Board of Directors of the Company on December 16, 2008, to be effective as provided herein.


Hancock Holding Company

By:
Its:

Date: December 18, 2008

NO:99910436.2

APPENDIX A

AFFILIATES

As of January 1, 2008, members of the boards of directors of the following Affiliates and associates of such Affiliates who are designated by the Committee shall be entitled to participate in the Plan:

Hancock Bank of Alabama

Hancock Bank of Florida

Hancock Bank of Louisiana

Hancock Bank

Harrison Finance Company, Inc.

Hancock Investment Services, Inc.

Hancock Insurance Agency and its divisions

J. Everett Eaves, Inc.

NO:99910436.3